White River Energy (WTRV) Form 3 White River Energy / Livio Stan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stan Livio

(Last) (First) (Middle)

13203 MISSION VALLEY DRIVE

(Street)

HOUSTON TX 77069

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2024

3. Issuer Name and Ticker or Trading Symbol
White River Energy Corp. [ WTRV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO of Subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	4,230,000	D
Common Stock(2)	3,880,407	I	By: Lion Vista Global Ventures, LLC(3)
Common Stock(4)	944,035	I	By: Stirling Brig LLC(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units vest in five equal annual installments with the first vesting on March 31, 2025, subject to continued employment with the Issuer or a subsidiary of the Issuer on each applicable vesting date. Shares of common stock will be delivered to the Reporting Person upon the vesting of the restricted stock units. The restricted stock units were issued under the Issuer's 2022 Equity Incentive Plan.

2. The Reporting Person acquired the shares on April 1, 2024 pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among Truuli Environmental Inc., a Delaware corporation ("Truuli"), White River Native CDFI LLC, a Texas limited liability company and wholly-owned subsidiary of the Company, WRG Merger Sub Inc., a Florida corporation and wholly-owned subsidiary of White River Native, and the holders of 99.5% of the outstanding stock of Truuli. Includes 55,965 shares which are subject to potential forfeiture by the Reporting Person pursuant to the Merger Agreement in accordance with certain adjustment and indemnification provisions set forth therein.

3. The shares are held by Lion Vista Global Ventures, LLC for which the Reporting Person is the Chief Executive Officer and holds voting and dispositive control.

4. The Reporting Person acquired the shares pursuant to the Merger Agreement. The 944,035 shares are subject to potential forfeiture by the Reporting Person pursuant to the Merger Agreement in accordance with certain adjustment and indemnification provisions set forth therein.

5. The shares are held by Stirling Brig LLC for which the Reporting Person holds voting and dispositive control.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Livio Stan	05/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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